SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Macdonald R. Loch

(Last)

(First)

(Middle)

200 CONNELL DRIVE, SUITE 1600

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2015

3. Issuer Name and Ticker or Trading Symbol
Edge Therapeutics, Inc. [ EDGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	548,205	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	25,000⁽¹⁾	⁽¹⁾	D
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,373⁽¹⁾	⁽¹⁾	D
Stock Option (right to purchase)	⁽²⁾	10/11/2023	Common Stock	100,504	$2.04	D
Stock Option (right to purchase)	⁽³⁾	03/27/2024	Common Stock	63,957	$8.28	D
Stock Option (right to purchase)	⁽⁴⁾	03/11/2025	Common Stock	116,950	$6.36	D
Stock Option (right to purchase)	⁽⁵⁾	09/30/2025	Common Stock	219,282	$11	D

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering of at least $40,000,000 and at a price per share not less than $7.18 per share and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.3681 reverse stock split effected by the Issuer on September 21, 2015, which will result in a proportional adjustment to the conversion price of the convertible preferred stock.

2. This option, representing a right to purchase a total of 100,504 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

3. This option, representing a right to purchase a total of 63,957 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

4. This option, representing a right to purchase a total of 116,950 shares of Common Stock, will become exercisable on March 11, 2016, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

5. This option, representing a right to purchase a total of 219,282 shares of Common Stock, will become exercisable on September 30, 2016, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

	/s/ Albert Marchio, attorney-in-fact	09/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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